Carl Icahn has won his two-year fight to spin off Motorola’s mobile phone business for as much as $3.8 billion – and, in a rare shareholder perk, gets to quarterback the process and help pick a buyer.

The surprise settlement came over the weekend and ends what would have been a costly and publicly damaging proxy war over possible internal bungling of Motorola’s mobile business future.

At the same time, a buyer surfaced. India’s largest consumer electronics firm – Videocon Group – said yesterday it contacted Motorola with a letter of interest in buying the spun-off assets, valued by analysts to fetch up to $3.8 billion.

Shares of Motorola jumped 2.5 percent to $9.91, up 24 cents, enriching Icahn by $35 million on his 142 million shares.

Under the weekend peace settlement, Icahn will get to fast-forward any sale in his own deliberations with potential buyers. He also gets to help select a winning bidder, and help pick a CEO and board for the new company.

In exchange, Icahn will retreat immediately from his vigorous proxy battle against Motorola – his second in two years – as well as drop all lawsuits, stop speaking ill of Motorola’s management moves, and promise not to use any confidential information improperly.

Icahn gets to nominate two, hand-picked directors for Motorola’s board, essentially to work on the spin-off and help determine a formula for dividing up sale profits. They are Bill Hambrecht, 72, founder of WR Hambrecht & Co., and Keith Meister, 34 a managing director of Icahn’s investment fund group.

The peace pact also requires the spun-off mobile phone company to give up any shareholder rights or poison-pill protection schemes, and allow the new company to opt out of Delaware’s strict laws restricting takeover activities for three years by a major shareholder, in this case, Icahn.

Analysts said both Icahn and Motorola’s embattled new CEO Greg Brown were winners in the settlement.

“Icahn gets what he wanted: a say in who will run the handset business, which he believes holds the most value of any part of Motorola today.”